Bluerock Acquisition Corp.
TSX VENTURE : BC.P

September 15, 2009 20:30 ET

Bluerock Acquisition Corp. Announces Agreement for Qualifying Transaction

TORONTO, ONTARIO--(Marketwire - Sept. 15, 2009) - Bluerock Acquisition Corp. (the "Company" or "Bluerock") (TSX VENTURE:BC.P) is pleased to announce that it has entered into a letter of intent dated September 11, 2009, ("LOI") with PetroKamchatka Plc, a Jersey corporation ("PKK"), to complete a business combination that is intended to meet the requirements of an arms length "qualifying transaction" for Bluerock.

PKK is a newly incorporated entity that immediately prior to consummating the proposed qualifying transaction, will undertake an internal reorganization consisting of the acquisition of PetroKamchatka Resources Plc, a Cyprus holding company ("PKR"). Closing of the proposed qualifying transaction is conditional upon completion of the reorganization.

After closing of the reorganization, PKK will be an oil and gas exploration company which will hold, through its subsidiary corporations, interests in three onshore oil and gas exploration licenses on over 9,000 square kilometres in Kamchatka, Russia. Since 2005, PKR and its predecessors have conducted five seismic programs, resulting in over 1,300 km of 2D seismic data on two of the exploration licences and has undertaken numerous analysis and investigations in respect of the geological potential. PKK has recently sponsored an independent resource report dated June 30, 2009, on its net interest in the prospective resources attributable to the various Russian exploration licenses.

KNOC Kamchatka Petroleum Limited, Cyprus ("KKPL"), a partially-owned subsidiary of the Korea National Oil Corporation, is a 50% joint venture partner in two of the exploration licenses and two drilling rigs. The joint venture partners have invested over U.S. $120 million to date, of which U.S. $60 million has been contributed by PKK.

PKK senior management collectively have extensive business experience in international oil exploration, including significant experience in Russia. Graeme Phipps, the President and CEO of PKK, is a professional geophysicist and geologist who, prior to joining PKK, was Executive Vice President of PetroKazakhstan, and has also held management and executive positions with major global oil companies Exxon, Esso Resources, Nexen and Petro-Canada.

The transaction will consist of the acquisition by PKK of all of the issued and outstanding shares in the capital of the Company of the basis of an exchange of 0.4667 PKK common shares for each common share of the Company, or such other exchange ratio that will result in the current shareholders of the Company holding 1.5% of the PKK pro forma share capital upon completion of the transaction. Approximately 6,500,000 PKK shares will be issued in exchange for all of the issued and outstanding shares of the Company as of the date of closing. The form of the transaction will be structured in a manner that is tax efficient for PKK, which will have approximately 433,600,000 common shares outstanding on closing (excluding convertible securities and additional shares which may be issued under a private placement).

Prior to closing of the transaction (i) the Company will declare a dividend of $0.035 per share on all of the outstanding shares of the Company; and (ii) certain directors and officers of the Company will agree to exercise 1,048,000 stock options at $0.10 per share. Directors, senior officers and the principal shareholders of the Company, holding no less than 66.7% of the outstanding shares, have agreed to enter into support agreements with respect to the transaction.

The Company and PKK are to complete their respective due diligence reviews and enter into a definitive agreement to implement the transaction by September 21, 2009 or such later date as may be agreed to by the parties. The definitive agreement will include customary representations, warranties and indemnities, and the transaction is subject to shareholder approval (if necessary) and the prior acceptance of the TSX Venture Exchange (the "Exchange"). There is a reciprocal non-completion break fee of $350,000 in connection with the transaction. Closing of the transaction is anticipated to take place on or before November 15, 2009.

Concurrent with the proposed transaction PKK intends to undertake a brokered private placement financing of between US$5,000,000 and US$15,000,000 in an offering to be marketed globally through a syndicate of investment banks located in Europe and Canada. Financing is not a condition of closing the transaction. Additional information concerning this transaction will be disclosed in a further news release. This information will include details of the terms of the private placement, the use of proceeds, the principal shareholders of PKK, the geological report and the financial position of PKK.

Although sponsorship of the transaction may be required by the Exchange, a Sponsor is yet to be engaged. Trading in the common shares of the Company is currently halted and will remain halted until further notice in accordance with the policies of the Exchange.

Current insiders of the Company presently have no direct or indirect interest in PKK or any of its affiliates and the transaction is not a Non-Arm's Length Qualifying Transaction.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurances that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with this transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

INSIDERS OF THE RESULTING ISSUER

The Board of Directors of the Resulting Issuer is expected to be comprised of:

YS Nam - Chairman of the Board

Mr. Nam is Managing Director of Majuko Corporation, a significant shareholder of PetroKamchatka since December 2006. Mr. Nam has an extensive background in international business and a strong relationship with the Korean National Oil Company.

Jonathan Morley-Kirk - Independent Director

Mr. Morley-Kirk is a Chartered Accountant with extensive public company experience in merchant banking, securities trading and investment management. He specializes in emerging market investments and structures. Mr. Morley-Kirk is a Fellow of the Securities Institute, a member of the Society of Trust and Estate Practitioners and a member of the Expert Witness Institute.

Teck Soon Kong - Independent Director

Mr. Teck Soon Kong is an independent businessman with more than 40 years of international oil and gas industry and related experience including: senior positions with the Royal Dutch Shell Group, Nimir Petroleum and as an advisor in the Minister's Office of Petroleum & Mineral Resources, Saudi Arabia. Mr. Soon Kong has direct Russian experience within the Sakhalin Island oil and gas basin.

Adam Landes - Independent Director

Mr. Adam Landes is well known in the Russian and international investment community having worked at Renaissance Capital, based in London, where he was Managing Director of Oil and Gas Research, and was consistently a top-ranking Russian Oil & Gas analyst in buy-side surveys.

Robert McClinton - Director

Mr. McClinton has 35 years of highly diversified financial expertise within the E&P business at both senior management and board levels. He has worked with Deloitte & Touche, Canadian Turbo, and was an owner and President of BMP Energy Systems. Mr. McClinton resigned as CFO of PetroKamchatka on October 17, 2008. He is a director of a number of Canadian public companies and charitable organizations.

Graeme G. Phipps, P.Geoph. - Executive Director, President & CEO

Mr. Phipps has 35 years of experience in the Canadian and International oil and gas industry. He is a professional geophysicist and geologist and has held management and executive positions at Esso Resources, Exxon, Nexen, Petro-Canada and PetroKazakhstan. He is also a director of five other international and Canadian domestic oil and gas companies - Sterling Resources, Norwood Resources, Tundra Resources, Primeline Energy Holdings, and Buried Hill.

The Executive Officers of the Resulting Issuer are expected to include:

Allan H. Stevens, CA - Chief Financial Officer

Mr. Stevens is a Canadian Chartered Accountant with over 30 years of experience in various financial roles. He has served as an Officer, Director/Trustee in various public and private companies involved in oil and gas exploration, oil and gas services and tanker fleet transportation. In the 5 years prior to joining the Company in October 2008, Mr. Stevens provided independent consulting services to Clark Valuation Services, a Canadian valuation firm.

Brian Skinner - Senior Vice President, Exploration

Mr. Skinner is professional geologist with over 35 years of oil and gas experience. He was most recently Vice President of Exploration for Solara Exploration Ltd. Prior to this he was Chief Geologist with Celtic Exploration Ltd. from its inception. Brian is a graduate of the University of Alberta and started his professional career with Texaco Canada as a geologist. He has been the President and CEO of two TSX listed exploration companies.

ABOUT BLUEROCK

The Company is a capital pool company ("CPC") within the meaning of the policies of Exchange. The Company commenced operations when it completed its initial public offering; however it presently has no assets other than cash. Since the date of listing of the Company's shares on the Exchange, the Company has identified and evaluated several businesses and assets with a view to completing a "Qualifying Transaction" under the Exchange's CPC policies.

In evaluating potential Qualifying Transactions, the Company intends to focus on identifying and evaluating high growth, large scale development opportunities in either the energy, infrastructure or technology sectors. The management and directors of the Company represent a team of seasoned management executives and financiers with experience in originating, developing, financing and operating major projects and growth companies in the aforementioned industries.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved or disapproved the contents of this press release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Bluerock Acquisition Corp.
    Clifford B. Mah
    Chief Executive Officer
    416-861-3099 (Ext. 231)
    416-861-9027 (FAX)